Susan G. Murphy - Jan 31, 2025 Form 4 Insider Report for HEARTLAND FINANCIAL USA INC (HTLF)

Role
Director
Signature
/s/ Janet Emerson, as attorney-in-fact for Susan Murphy
Stock symbol
HTLF
Transactions as of
Jan 31, 2025
Transactions value $
$0
Form type
4
Date filed
2/3/2025, 04:11 PM
Previous filing
Jun 24, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HTLF Common Stock Disposed to Issuer -20.2K -100% 0 Jan 31, 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HTLF 2024 Time-Based Restricted Stock Units Disposed to Issuer -3.15K -100% 0 Jan 31, 2025 Common Stock 3.15K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Susan G. Murphy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents shares (including in respect of shares underlying, as applicable, HTLF RSU Awards, HTLF PSU Awards and HTLF Options (each, as defined in the Agreement and Plan of Merger, dated as of April 28, 2024 (the "Merger Agreement"), by and among Heartland Financial USA, Inc. ("HTLF"), UMB Financial Corporation ("UMB") and Blue Sky Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of HTLF common stock that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive 0.5500 shares of UMB common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On January 31, 2025, the last trading day prior to the Effective Time, the closing price of one share of UMB common stock was $117.90.
F2 Each HTLF RSU Award represents a contingent right to receive one share of HTLF common stock.
F3 Upon the Effective Time: HTLF RSU Award became fully vested and was cancelled and converted into the right to receive shares of UMB common stock equal to the number of shares of of HTLF common stock subject to such award multiplied by the Exchange Ratio.